General Terms and Conditions of Purchase (GTCP) of PIA Media GmbH (formerly Performance Media Deutschland GmbH), PIA Media MUC GmbH (formerly blue Summit GmbH) and PIA Media DUS GmbH (formerly Digital Media GmbH) for providers of online advertising space.
1. General information
1.1 PIA Media GmbH, PIA Media MUC GmbH and PIA Media DUS GmbH are online media agencies.
1.2 The GTCP of PIA Media GmbH, PIA Media MUC GmbH and PIA Media DUS GmbH shall become an integral part of any contract concluded between PIA Media GmbH, PIA Media MUC GmbH or PIA Media DUS GmbH and a provider of online advertising space (“Provider”) for the booking of online advertising space. The GPC of PIA Media GmbH, PIA Media MUC GmbH or PIA Media DUS GmbH valid at the time of conclusion of the contract shall apply. The GPC shall also apply even if PIA Media GmbH, PIA Media MUC GmbH or PIA Media DUS GmbH does not expressly refer to them and also for all other business relationships of the same type between the provider and PIA Media GmbH, PIA Media MUC GmbH or PIA Media DUS GmbH, unless expressly agreed otherwise in writing.
1.3 These GTCP and any individual contractual agreements made with the customer shall apply exclusively; any general terms and conditions of the provider that conflict with or deviate from these GTCP shall not apply unless PIA Media GmbH, PIA Media MUC GmbH or PIA Media DUS GmbH has expressly agreed to them in writing. Acceptance of services from the provider or payment for them does not constitute consent to the validity of the provider’s General Terms and Conditions of Business, even if, according to these, acceptance of the application is intended as unconditional recognition of the General Terms and Conditions of Business or PIA Media GmbH, PIA Media MUC GmbH or PIA Media DUS GmbH pays after the provider has pointed out the validity of its General Terms and Conditions of Business.
2. Conclusion of contracts
2.1 As a rule, a contract between PIA Media GmbH, PIA Media MUC GmbH or PIA Media DUS GmbH and the provider is preceded by a booking request from PIA Media GmbH, PIA Media MUC GmbH or PIA Media DUS GmbH. However, PIA Media GmbH, PIA Media MUC GmbH and PIA Media DUS GmbH are also entitled to make a booking directly with the provider. The booking request or booking can be made in writing, by fax or by e-mail and contains the following information:
2.1.1 type and size of the advertising space,
2.1.2 format and size of the advertising media,
2.1.3 booking period,
2.1.4 remuneration (including all price-relevant components, excluding VAT).
2.2 The contract is concluded by confirmation in writing (“booking confirmation”), by fax or by e-mail by the advertiser. The booking confirmation must be made without delay, i.e. within 2 working days (calendar days, excluding Saturdays, Sundays and national holidays). In the event of late confirmation by the provider, PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH shall no longer be bound by its booking request or booking. The delayed confirmation shall be deemed a new offer. Clause 2.3 sentence 2 below shall apply accordingly.
2.3 If the booking confirmation is issued with changed details, this shall be deemed a new offer. The offeror must inform PIA Media GmbH and/or PIA Media MUC GmbH and/or PIA Media DUS GmbH of the changed details. This shall only be deemed to have been accepted if PIA Media GmbH and/or PIA Media MUC GmbH and/or PIA Media DUS GmbH has expressly agreed to this new offer in writing, by fax or by e-mail.
3. Use of booked advertising space
3.1 PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH shall provide the advertiser with the data required for the placement of the advertising material (in particular advertising motifs, redirects and website tags). The data shall be provided in electronic form. The provider shall provide the appropriate technical equipment and facilities for the provision.
3.2 The advertiser guarantees that the advertising spaces permit all types of common tags (e.g. rich media tags and other ad serving tags). He guarantees that he has the necessary rights with regard to the advertising space booked.
3.3 PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH can freely determine which advertising motifs are to be placed under the advertising space. PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH is not obliged to use a booked advertising space for a specific advertising motif. In particular, PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH has the right to exchange advertising motifs during a booking period.
3.4 The advertiser shall check the data required and transmitted for the placement of the advertising material without delay, in any case within 3 working days of it being made available. The advertiser shall immediately notify PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH by e-mail of any technical problems that could prevent the data from being used. As far as possible, PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH will immediately rectify any technical problems and make the data available to the bidder in a corrected version. If it is not possible for PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH to rectify the technical problems and provide the provider with the data in a corrected version, PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH shall be entitled to withdraw from the contract immediately. Data exchanged prior to the declaration of withdrawal must be returned to PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH without delay and deleted by the bidder.”
3.5 The bidder is not authorized to change the data provided to him.
3.6 Any modification or misuse of the tags by the bidder must be refrained from.
4. Placement of advertising material by provider
4.1 The provider shall ensure that the advertising material is not placed on websites in connection with the following content:
4.1.1 erotica and similar relevant articles (contraceptives, etc.)
4.1.2 images that advertise with the naked human body or establish a relationship between products and erotic symbols
4.1.3 National socialist or inciting literature, emblems and the like
4.1.4 content/representations that glorify war and violence
4.1.5 cosmetic articles and products that contain or intend to deceive the consumer
4.1.6 content/representations whose publication by the operator could violate fair competition
4.1.7 content/representations that are likely to offend the religious feelings of users
4.1.8 content/representations of political parties for the purpose of election campaign advertising
4.1.9 content/representations of political extremism
4.1.10 Content/representations on the subject of gambling. It is also prohibited for websites with such content to be accessible via the website as intended (e.g. via hyperlinks) on which the advertising material is placed.
4.2 Advertising material may only be placed on websites that were part of a provider’s portfolio at the time the contract was concluded.
4.3 A maximum of 10% of the agreed quotas may be placed on community platforms and online gaming platforms, unless otherwise agreed in writing. The prohibitions under section 4.1 remain unaffected.
4.4 It is not permitted to place the advertising material via
4.4.1 technically generated impressions and/or clicks
4.4.2 incentivized impressions and/or clicks
4.4.3 AdBlock Traffic.
4.5 Unless otherwise contractually agreed, the display of advertising material on mobile devices is not permitted. The only exception is for mobile devices which, due to their screen size (tablets and notebooks) and browser settings, display the website in the normal view (i.e. not in the mobile version) in an appropriate size (i.e. in terms of color, legible text size, perceptibility of the display as a whole, etc.). The minimum size for the display in this case is eight inches.
4.6 The provider shall be obliged to include the tags provided by PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH on the agreed advertising spaces, with which the URL of the advertising space can be tracked. PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH may use these URLs to check the contractual placement and insertion of the advertising material or to have it checked by third parties.
4.7 Unless expressly agreed otherwise, the advertiser shall use geo-targeting to ensure that the advertising is only displayed to the addressee with an Internet address in Germany. The advertiser must also ensure that the advertising is displayed evenly per day, placement and format over the booked period.
4.8 In the case of CPM bookings (thousand-contact price bookings), the advertising media must be placed on a website in such a way that they are visible to the user at first glance without having to scroll (above the fold), unless otherwise contractually agreed in writing.
4.9 The provider guarantees that the contractually agreed placement of the advertising material does not conflict with any third-party property rights. He guarantees that the advertising spaces and their use for the advertising material of PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH do not violate the applicable legal system.
5. Further duties of cooperation of the bidder
5.1 The bidder is obliged to provide truthful and complete information. If – for whatever reason – changes occur, the bidder is obliged to correct the relevant information immediately vis-à-vis PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH. The notification must be made at least in text form (e-mail).
5.2 The provider is obliged to inform PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH immediately by e-mail if a booked advertising space changes in such a way that the contractual use may be impaired.
5.3 The provider shall be obliged to provide PIA Media GmbH, PIA Media MUC GmbH or PIA Media DUS GmbH with a telephone number or e-mail address at which it can be reached at weekends in urgent cases.
5.4 The provider is obliged within its sphere of control to ensure that changes or misuse cannot be made by third parties. Misuse is to be assumed in particular if tags are placed on advertising spaces that may not be used in accordance with the contract and these GTCP.
6. Consequences of violations by the bidder and contractual penalty
6.1 PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH shall be entitled to block advertising media that the provider has placed contrary to the provisions of these GTCP at the provider’s expense and/or have them blocked by third parties.
6.2 If the advertiser fails to meet its obligations with regard to the required cooperation in accordance with clause 5 and the requirements for placement in accordance with the contract, PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH shall not be obliged to pay the remuneration with regard to the advertising material affected by this.
6.3 The advertiser shall immediately remove the advertising media placed and/or displayed in breach of contract, but at the latest within three hours of receipt of a corresponding notification from PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH. Access means the possibility of knowledge, i.e. the time at which a corresponding notification from PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH, for example by e-mail, is received on the server of the provider.
6.4 All advertising contacts generated in violation of the provisions of Sections 3.5, 3.6, 4.1 to 4.7 and 5.4 shall not be taken into account when calculating the remuneration.
6.5 The Advertiser shall be obliged to pay a contractual penalty of up to 5% of the net order amount to PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH for each case of culpable infringement of the provisions set out in the above Sections 3.5, 3.6, 4.1 to 4.9 and 5. PIA Media DUS GmbH (the amount shall be determined by PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH at its reasonable discretion (Section 315 BGB)), without PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH having to provide specific proof of damages. The assertion of further claims for damages or other claims by PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH shall remain unaffected. The bidder reserves the right to provide evidence that PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH has incurred no or less damage. The contractual penalty shall be offset against any further claim for damages.
7. Booking periods
7.1 Unless otherwise agreed, the contracting parties have agreed fixed booking periods in which a start and end date are specified. The service provider may neither begin its service before the agreed start date nor continue it after the agreed end date. If the agreed start date cannot be met by the provider, the provider must notify PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH immediately in writing and – unless PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH decide otherwise – make up for the start date as soon as possible.
7.2 If PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH does not deliver the required data in good time and in the required quality, the following shall apply:
7.2.1 In principle, in the case of agreed quotas for advertising contacts or other events relevant to remuneration, the volume shall be reduced in accordance with the shorter duration of the booking period actually used by PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH.
7.2.2 The provider can only demand compensation if and insofar as
7.2.2.1. the provider has demonstrably not accepted orders from third parties due to the booking of PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH and
7.2.2.2. the provider can prove that, despite serious efforts, he cannot use the advertising space for other orders from third parties during the period of non-use by PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH. The maximum amount of compensation shall be limited to the amount that PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH would have had to pay as remuneration if the required data had been provided in good time. Possible claims for compensation shall lapse within six months of the provider becoming aware of them. The bidder shall not be entitled to any further claims.
8. Advertising contacts relevant to remuneration
8.1 Only advertising contacts for which the advertiser complies with the requirements specified in the booking or booking request (e.g. geo-targeting, device, etc.) are eligible for remuneration.
8.2 Unless otherwise agreed in writing, only one remuneration-relevant event per Internet user within 24 hours shall be taken into account for CPMs.
8.3 Unless expressly agreed otherwise in writing, the advertiser has no separate claim to remuneration if it places and/or displays advertising media in excess of the agreed quotas and/or achieves clicks by Internet users.
9. Monitoring and reporting
The provider is obliged to record which advertising media were displayed to Internet users on which advertising space and, if applicable, which were clicked on. The advertiser is obliged to submit a weekly monitoring and reporting report to PIA Media GmbH, PIA Media MUC GmbH or PIA Media DUS GmbH.
10. Prices/ compensation
10.1 The agreed prices and remuneration rates are fixed prices including all price-relevant factors. They are exclusive of statutory value added tax.
10.2 If, in the case of an agreed total price, a change to the services is agreed after conclusion of the contract which leads to a reduction in the scope of services, the total price shall be reduced. In the event of a reduction, a correspondingly reduced total price shall be calculated on the price basis underlying the total price. If the price basis is in doubt, it shall be assumed that the price will be reduced by the same percentage as the reduction in the scope of services. The same shall apply in the event that the scope of services is quantitatively increased after conclusion of the contract on the basis of a written agreement by both parties.
10.3 The remuneration is due after the expiry of the contractually agreed booking period in the booking confirmation, even if it is a variable booking period (see Section 7.1.). Invoicing may only take place after the end of this booking period.
10.4 The contractually agreed remuneration shall be due for payment 30 days after receipt of a proper invoice by PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH. The invoice can also be sent in electronic form to: invoice-ham@piamedia.com; invoice-muc@piamedia.com; invoice-dus@piamedia.com.
10.5 Unless otherwise agreed between the contracting parties, the supplier shall grant a 3% discount for payment within 10 days of receipt of the invoice.
11. Liability
11.1 If the provider breaches its contractual obligations and/or does not comply with guarantees, it must compensate PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH for the resulting damage; reference is made to Section 6.5. In particular, the provider shall indemnify PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH against all claims asserted by third parties. The costs of reasonable legal defense shall be reimbursed in full by the bidder.
11.2 PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH may demand that the bidder joins a legal dispute on the side of PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH if a third party alleges circumstances which may also constitute a breach of the bidder’s contractual obligations.
12. Contract term and termination of contract
12.1 The term of contracts is based on the contractually agreed booking period.
12.2 PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH shall be entitled to terminate individual components of the booking with a notice period of one working day (right of termination) if there are objective reasons for this (in particular a corresponding request by the end customer, poor performance, etc.), which must be presented to the provider. The provider is entitled to invoice its services up to the date on which the termination takes effect.
12.3 Both contracting parties are entitled to terminate the contract without notice for good cause. Good cause entitling PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH to terminate the contract without notice shall be deemed to exist in the following cases in particular:
12.3.1 the contractually agreed advertising spaces have been changed in such a way that the contractual placement of the advertising media is impaired; 12.3.2 the advertiser has changed the data provided to him without the consent of PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH;
12.3.3 the advertiser has placed advertising material contrary to the provisions of Section 4;
12.3.4 Conduct on the part of the bidder that does not comply with the principles of good faith will seriously jeopardize existing contractual relationships between PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH and their contractual partners;
12.3.5 the bidder fails to fulfill a contractual obligation within a reasonable period of time despite a warning from PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH;
12.3.6 PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH can no longer reasonably be expected to adhere to the contract for any other reason relating to the person of the bidder, taking into account the circumstances of the individual case and the interests of both parties, for example because there are circumstances relating to the person of the bidder which give rise to fears that the bidder will no longer be able to meet its obligations under the contract in the long term. The exercise of the extraordinary right of termination does not exclude further claims for damages and/or statutory rights of withdrawal.
12.4 Any termination must be in writing (e-mail or fax) to be effective.
13. Confidentiality and data protection
13.1 The provider is obliged to treat all contractually relevant content confidentially and to evaluate and use it only within the scope of the orders placed by PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH. This obligation shall also apply after termination of the respective contractual agreement. The provider undertakes in particular
13.1.1 to only make the information made available to him accessible to employees who are required to fulfill the contract;
13.1.2 to return any documents provided to it to PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH immediately upon first request and/or after termination of the contractual relationship, free of charge and in full;
13.1.3 to refrain from directly or indirectly mentioning this business relationship to third parties without the express written consent of PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH. Third parties include in particular the customers of PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH.
13.2 Irrespective of the above provisions, each Party shall be entitled to disclose Confidential Information of the other Party without consent if this is
13.2.1 is requested by a court or an authority or other public body within the framework of legal requirements;
13.2.2. is prescribed by mandatory law;
13.2.3 is made to the employees or consultants of a contracting party who are professionally obliged to maintain confidentiality. Disclosure shall be limited to what is necessary in the specific case.
13.3 The Provider shall comply with the statutory provisions regarding the obligations of employees to maintain data secrecy pursuant to Section 5 BDSG and telecommunications secrecy pursuant to Section 88 TKG as well as the technical and organizational measures pursuant to Section 9 BDSG. An obligation to maintain data secrecy required under data protection law shall be imposed on the employees deployed by the Provider before they commence their activities for the first time. In the event that personal data is processed in accordance with Section 11 BDSG (commissioned data processing), a separate agreement (commissioned data processing agreement) must be concluded by the contracting parties.
13.4 If the provider receives certain anonymized and/or pseudonymized data about the end user (e.g. IP addresses, user IDs, user profiles, etc.) as part of the booking of online advertising space, the provider warrants to use this data exclusively for the specific campaign for which this data was provided. In particular, the provider undertakes not to use the data for any other campaign and not for other customers and/or contractual partners of the provider. The provider undertakes not to pass on the data to third parties.
13.5 Advertising, press or other publications in which the business relationship between the contracting parties is communicated must be submitted to the other contracting party for prior agreement. Publication may only take place by mutual agreement. Any permission granted may be revoked in writing with effect for the future.
13.6 In the event of any culpable breach of the provisions of this clause 13, the party making the offer shall be obliged to pay PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH a contractual penalty to be determined by PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH at its reasonable discretion and which may be reviewed by the competent court in the event of a dispute.
14. Final clauses
14.1 PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH shall be entitled to transfer all rights and obligations arising from the contract to a company affiliated with PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH within the meaning of §§ 15 ff. of the German Stock Corporation Act (AktG). AktG and to assign them. In all other cases, neither party shall be entitled to transfer this contract or individual rights and obligations arising from it to a third party without the written consent of the other party.
14.2 The bidder may only offset claims by PIA Media GmbH or PIA Media MUC GmbH or PIA Media DUS GmbH against undisputed or legally established claims. The bidder may only assert a right of retention if the respective claims are based on the same contractual relationship.
14.3 The contract is subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
14.4 The exclusive place of jurisdiction for all legal disputes between the contracting parties arising from or in connection with this contract shall be Hamburg for PIA Media GmbH or Munich for PIA Media MUC GmbH or Düsseldorf for PIA Media DUS GmbH.
14.5 Amendments to these GPC must be made in writing. This also applies to the waiver of the written form requirement itself. The precedence of an individual agreement (Section 305 b BGB) remains unaffected.
As of: September 2024